Regional Management Corp 8-K, filed Apr 27, 2020
Regional Management Corp. (RM)
About this 8-K
Regional Management Corp filed this 8-K on April 27, 2020, reporting on events of April 21, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2020
Regional Management Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35477 | 57-0847115 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
979 Batesville Road, Suite B
Greer, South Carolina 29651
(Address of principal executive offices) (zip code)
(864) 448-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
| Common Stock, $0.10 par value | RM | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 21, 2020, upon recommendation by the Corporate Governance and Nominating Committee of the Board of Directors (the “Board”) of Regional Management Corp. (the “Company”), the Board appointed Sandra K. Johnson, Ph. D. as a new director to fill an existing vacancy on the Board, effective immediately. In addition to her appointment to the Board, Dr. Johnson was also appointed to serve on the Corporate Governance and Nominating Committee of the Board. She will stand for re-election to the Board at the Company’s upcoming 2020 Annual Meeting of Stockholders. Dr. Johnson will be eligible to receive compensation for her service as a non-employee director consistent with that of the Company’s other non-employee directors (pro-rated for a partial year of service). There are no arrangements or understandings between Dr. Johnson and any other person pursuant to which Dr. Johnson was selected as a director, and there are no transactions between Dr. Johnson and the Company that would be reportable under Item 404(a) of Regulation S-K.
Dr. Johnson, 59, is the founder, Chief Executive Officer, and Chief Technology Officer of Global Mobile Finance, Inc., a fintech startup company based in Research Triangle Park, North Carolina. She is also the founder and Chief Executive Officer of SKJ Visioneering, LLC, a technology consulting company. From November 2012 to February 2014, Dr. Johnson served as the Chief Technology Officer for IBM Central, East and West Africa. Prior to 2014, she spent 11 years as a Senior Technical Staff Member of the IBM Systems and Technology Group, serving in various roles, including Business Development Executive for IBM Middle East and Africa, Chief Technology Officer for IBM’s Global Small and Medium Business, and the Linux Performance Architect. Dr. Johnson has conducted extensive research and published her findings in a number of computer-related and information technology areas, she has authored and co-authored over 80 publications, and she was part of the design team that developed the prototype for the IBM Scalable Parallel Processor (SP2), the base machine for “Deep Blue,” IBM’s world famous chess machine. Dr. Johnson was a member of the IBM Academy of Technology, a group consisting of the top 1% of IBM’s over 250,000 technical professionals. She has also received numerous technical and professional awards, and is an IBM Master Inventor with over 40 patents issued and pending. Dr. Johnson earned her B.S., M.S., and Ph.D. degrees in electrical engineering from Southern University, Stanford University, and Rice University, respectively. She is the first African-American woman to earn a Ph.D. in electrical engineering, with a concentration in computer engineering, in the United States. Dr. Johnson is a member of the Institute of Electrical and Electronics Engineers (“IEEE”) and the Association for Computing Machinery (“ACM”). She is also an IEEE Fellow and an ACM Distinguished Engineer.
A copy of the Company’s press release announcing the appointment of Dr. Johnson to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release issued by Regional Management Corp., dated April 21, 2020 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Regional Management Corp. | ||||||
| Date: April 27, 2020 | By: | /s/ Robert W. Beck | ||||
| Name: Robert W. Beck | ||||||
| Title: President and Chief Executive Officer | ||||||
Exhibit 99.1
Regional Management Corp. Appoints Sandra K. Johnson, Ph. D., to Board of Directors
Greenville, South Carolina – April 21, 2020 – Regional Management Corp. (NYSE: RM), a diversified consumer finance company, today announced the appointment of Sandra K. Johnson, Ph. D., to its Board of Directors, effective immediately. Dr. Johnson is the Founder, Chief Executive Officer and Chief Technology Officer of Global Mobile Finance, a fintech startup company developing geeRemit, a global remittance mobile app based on mobile money. In addition, Dr. Johnson is the Chief Executive Officer of SKJ Visioneering, a provider of consulting and other services focused on IT best practices, infrastructure development, cloud, security, and software development.
Dr. Johnson’s appointment increases the size of Regional Management’s Board of Directors from eight directors to nine directors.
“We are excited to welcome Dr. Johnson to our Board,” said Roel C. Campos, Chair of the Corporate Governance and Nominating Committee of Regional Management’s Board of Directors. “Dr. Johnson’s significant technological and digital expertise makes her an ideal fit for Regional. Her wealth of experience is particularly useful as we continue to invest in our omni-channel capabilities to enhance our customer service and drive additional growth. We believe Dr. Johnson’s insight and innovative, conceptual thinking will further strengthen the Board, offer a fresh perspective, and provide considerable value as we continue to execute on our long-term strategy.”
Dr. Johnson brings to the Board extensive information technology and digital experience, having previously spent the vast majority of her career in a variety of senior leadership positions at IBM prior to founding SKJ Visioneering. In addition to geeRemit, Dr. Johnson has also developed various IT-related tools, utilizing proprietary advanced technology methods, and has been issued 37 patents, with five additional patents pending. She holds a Ph. D. in Electrical Engineering from Rice University, as well as a B.S. and an M.S., both in Electrical Engineering, from Southern University and Stanford University, respectively.
“I am delighted at the opportunity to join Regional’s exceptional Board as the company continues to invest robustly in its digital and omni-channel capabilities to further its mission,” added Dr. Johnson. “I look forward to collaborating with the Board on guiding Regional’s overall digital and growth strategies to further generate additional shareholder value.”
Regional Management conducted a formal search led by Victor Arias, Jr., Managing Partner of the Dallas–Fort Worth office of Diversified Search Group, which was named by Forbes as one of the top ten leading executive search firms in America.
Forward-Looking Statements
This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact but instead represent Regional Management Corp.’s expectations or beliefs concerning future events. Forward-looking statements include, without limitation, statements concerning future plans, objectives, goals, projections, strategies, events, or performance, and underlying assumptions and other statements related thereto. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook,” and similar expressions may be used to identify these forward-looking statements. Such forward-looking statements speak only as of the date on which they were made and are about matters that are inherently subject to risks and uncertainties, many of which are outside of the control of Regional Management. As a result, actual performance and results may differ materially from those contemplated by these forward-looking statements. Therefore, investors should not place undue reliance on forward-looking statements.
Factors that could cause actual results or performance to differ from the expectations expressed or implied in forward-looking statements include, but are not limited to, the following: changes in general economic conditions, including levels of unemployment and bankruptcies; the impact of the recent outbreak of a novel coronavirus (COVID-19), including on Regional Management’s access to liquidity and the credit risk of Regional Management’s finance receivable portfolio; risks associated with Regional Management’s ability to timely and effectively implement, transition to, and maintain the necessary information technology systems, infrastructure, processes, and controls to support its operations and initiatives; risks associated with Regional Management’s loan origination and servicing software system, including the risk of prolonged system outages; risks related to opening new branches, including the ability or inability to open new branches as planned; risks inherent in making loans, including credit risk, repayment risk, and value of collateral, which risks may increase in light of adverse or recessionary economic conditions; risks associated with the implementation of new underwriting models and processes, including as to the effectiveness of new custom scorecards; risks relating to Regional Management’s asset-backed securitization transactions; changes in interest rates; the risk that Regional Management’s existing sources of liquidity become insufficient to satisfy its needs or that its access to these sources becomes unexpectedly restricted; changes in federal, state, or local laws, regulations, or regulatory policies and practices, and risks associated with the manner in which laws and regulations are interpreted, implemented, and enforced; changes in accounting standards, rules, and interpretations, and the failure of related assumptions and estimates, including those associated with the implementation of current expected credit loss (CECL) accounting; the impact of changes in tax laws, guidance, and interpretations; the timing and amount of revenues that may be recognized by Regional Management; changes in current revenue and expense trends (including trends affecting delinquencies and credit losses); changes in Regional Management’s markets and general changes in the economy (particularly in the markets served by Regional Management); changes in the competitive environment in which Regional Management operates or a decrease in the demand for its products; risks related to acquisitions; changes in operating and administrative expenses; and the departure, transition, or replacement of key personnel.
The foregoing factors and others are discussed in greater detail in Regional Management’s filings with the Securities and Exchange Commission. Regional Management will not update or revise forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events or the non-occurrence of anticipated events, whether as a result of new information, future developments, or otherwise, except as required by law. Regional Management is not responsible for changes made to this document by wire services or Internet services.
About Regional Management Corp.
Regional Management Corp. (NYSE: RM) is a diversified consumer finance company that provides attractive, easy-to-understand installment loan products primarily to customers with limited access to consumer credit from banks, thrifts, credit card companies, and other lenders. Regional Management operates under the name “Regional Finance” in 366 branch locations across 11 states in the Southeastern, Southwestern, Mid-Atlantic, and Midwestern United States, as of December 31, 2019. Most of its loan products are secured, and each is structured on a fixed rate, fixed term basis with fully amortizing equal monthly installment payments, repayable at any time without penalty. Regional Management sources loans through its multiple channel platform, which includes branches, centrally-managed direct mail campaigns, digital partners, retailers, and its consumer website. For more information, please visit www.RegionalManagement.com.
Contact:
Investor Relations
Garrett Edson, (203)
682-8331
investor.relations@regionalmanagement.com